Exhibit 10.72


 










 



 


 


 







Communication
Intelligence Corporation


 





 






 


Note
Purchase Agreement


 





 






 


 


 


 


Dated as of


 


November 25, 2015


 


 


 





 



 








    	 



    	 



    

TABLE OF CONTENTS


 





	 	 	 	Page
	1.	Purchase and Sale of the Notes	1
	 	1.1	Authorization of Issuance of the Notes	1
	 	1.2	Purchase and Sale of the Initial Closing Note	2
	 	1.3	Purchase and Sale of Additional Notes	2
	 	1.4	Warrants.	2
	 	1.5	Use of Proceeds	3
	 	1.6	Initial Closing	3
	 	1.7	Delivery	3
	 	1.8	Subsequent Closings	3
	 	 	 
	2.	Representations and Warranties of the Company	4
	 	2.1	Organization, Standing and Power	4
	 	2.2	Certificate of Incorporation and Bylaws	4
	 	2.3	Power; Authority and Enforceability	4
	 	2.4	Capitalization	4
	 	2.5	Authorization; Consents	5
	 	2.6	Absence of Conflicts	5
	 	2.7	Compliance with All Securities Laws; Offering Exemption	6
	 	2.8	Governmental Consents	6
	 	2.9	SEC Reports; Disclosure	6
	 	2.10	Financial Statements	6
	 	2.11	Disclosure	7
	 	 	 
	3.	Representations and Warranties of each Purchaser	7
	 	3.1	Organization and Qualification	7
	 	3.2	Authorization and Enforceability	7
	 	3.3	Purchase Entirely for Own Account	7
	 	3.4	Access to Information	7
	 	3.5	Investment Experience	7
	 	3.6	Accredited Investor	8
	 	3.7	Restricted Securities	8
	 	3.8	Legends	8
	 	3.9	No General Solicitation	8
	 	 	 
	4.	Conditions to Closing; Covenants of Company	8
	 	4.1	Conditions of Purchasers’ Obligations at Closing	8
	 	4.2	Conditions of Initial Purchasers’ Obligations at the Initial Closing	9
	 	4.3	Conditions of Additional Purchasers’ Obligations at any Subsequent Closing	9
	 	4.4	Conditions to Obligations of the Company	9
	 	4.5	Reservation of Stock	10
	 	 	 
	5.	Amendment and Waiver	10
	 	5.1	Requirements	10
	 	5.2	Copies of Amendments, Waivers and Consents	10
	 	5.3	Binding Effect, Etc.	10
	 	5.4	Notes Held by Issuer, Etc.	10



 



    	 



    	 



    




	6.	Miscellaneous	11
	 	6.1	Governing Law	11
	 	6.2	Survival	11
	 	6.3	Successors and Assigns	11
	 	6.4	Entire Agreement	11
	 	6.5	Notices, etc.	11
	 	6.6	Severability	11
	 	6.7	Counterparts	11
	 	6.8	Non-Liability of each Purchaser	12
	 	6.9	Expenses	12
	 	6.10	Waiver of Jury Trial	12
	 	6.11	Further Assurances	12
	 	6.12	Delays or Omissions	12
	 	6.13	Heading; References	12







  


	Schedule A	-	Initial Purchasers
	Schedule B	-	Additional Purchasers
	Exhibit A	-	Form of Unsecured Convertible Promissory Note
	Exhibit B	-	Form of Lock-Up Agreement






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Communication
Intelligence Corporation


 


Note
Purchase Agreement


 


This
Note Purchase Agreement (the “Agreement”) is dated as of November 25, 2015, by and among Communication
Intelligence Corporation, a Delaware corporation (the “Company”), and the purchasers listed on Schedule A
attached hereto, each of which is herein referred to as an “Initial Purchaser” and the purchasers listed from
time to time on Schedule B attached hereto, each of
which is herein referred to as an “Additional Purchaser” and, collectively, as the “Purchasers”).


 


W I T N E S S E T H:


 


WHEREAS, subject to the
terms and conditions set forth herein, the Company desires to issue and sell to the Initial Purchasers on the Initial Closing Date
(as defined below) (i) unsecured convertible promissory notes in the original aggregate principal amount of not less than $500,000
(each an “Initial Closing Note” and, collectively, the “Initial Closing Notes”), and
the Initial Purchasers desires to purchase the Initial Closing Notes from the Company on the terms and conditions set forth herein;


 


WHEREAS, subject to the
terms and conditions set forth herein, the Company desires to issue and sell to the Additional Purchasers on any Subsequent Closing
Date (as defined below) unsecured convertible promissory notes (each, an “Additional Note” and, collectively,
the “Additional Notes” and, together with the Initial Closing Notes, the “Notes”), in an
original aggregate principal amount which together with the aggregate principal amount of the Initial Closing Notes does not exceed
$2,000,000, and such Additional Purchasers shall purchase such Additional Notes from the Company on the terms and conditions set
forth herein; and


 


WHEREAS, the board of
directors of the Company, the special committee of the board of directors of the Company (the “Special Committee”),
the requisite holders of the Series B Participating Convertible Preferred Stock of the Company (the “Series B Preferred
Stock”), the requisite holders of the Series C Participating Convertible Preferred Stock of the Company (the “Series
C Preferred Stock”) and the requisite holders of the Series D-1 Convertible Preferred Stock of the Company (the “Series
D-1 Preferred Stock”) and Series D-2 Convertible Preferred Stock of the Company (the “Series D-2 Preferred Stock”
and, together with the Series D-1 Preferred Stock, the “Series D Preferred Stock”) have approved the execution
and delivery of this Agreement, the Note and all ancillary agreements related hereto, and the transactions contemplated hereby.


 


NOW, THEREFORE, in consideration
of the premises and agreements contained in this Agreement, and for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, THE PARTIES HEREBY AGREE AS FOLLOWS:


 


		1.	Purchase and Sale of the Notes.



 


1.1         
Authorization of Issuance of the Notes.


 


(a)          Subject to the terms and conditions of this Agreement, on or prior to the Initial Closing Date, the Company shall have authorized
the issuance and sale to the Initial Purchasers of the Initial Closing Notes in the form attached hereto as Exhibit A.


 






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(b)         
Subject to the terms and conditions of this Agreement, on or prior to any Subsequent Closing Date, the Company shall have
authorized the issuance and sale to the Additional Purchasers of all Additional Notes to be issued at any Subsequent Closing (as
defined below) in the form attached hereto as Exhibit A.


 


1.2         
Purchase and Sale of the Initial Closing Note. Subject to the terms and conditions of this Agreement, each Initial
Purchaser, severally and not jointly, hereby agrees to purchase at the Initial Closing (as defined below), and the Company hereby
agrees to issue and sell to such Initial Purchaser at the Initial Closing, an Initial Closing Note, dated as of the date of the
Initial Closing Date, in the original principal amount equal to the dollar amount set forth opposite such Initial Purchaser’s
name under the heading “Initial Closing Note Principal Amount” on Schedule
A hereto in exchange for cash (or such other consideration permitted by Section 1.7) in the amount set forth opposite
such Initial Purchaser’s name under the heading “Initial Closing Note Principal Amount” on Schedule A.


 


1.3         
Purchase and Sale of Additional Notes. At any time and from time to time, one or more Additional Purchasers may purchase
at one or more Subsequent Closings, Additional Notes, the aggregate purchase price of which, together with the aggregate purchase
price of the Initial Closing Notes, shall not exceed $2,000,000. Subject to the terms and conditions of this Agreement, each Additional
Purchaser, severally and not jointly, hereby agrees to purchase at the applicable Subsequent Closing, and the Company hereby agrees
to issue and sell to such Additional Purchaser at the applicable Subsequent Closing, an Additional Note, dated as of the date of
the applicable Subsequent Closing Date, in the original principal amount equal to the dollar amount set forth opposite such Additional
Purchaser’s name under the heading “Subsequent Closing Note Principal Amount” on Schedule
B hereto in exchange for cash in the amount set forth opposite such Additional Purchaser’s name under the heading
“Subsequent Closing Note Principal Amount” on Schedule B. Schedule
B attached hereto shall be amended from time to time concurrent with each Subsequent Closing to include the names of
the Additional Purchasers purchasing Additional Notes at such Subsequent Closing, as well as the purchase price of the Additional
Notes. The aggregate purchase price for all Notes purchased under this Agreement shall not exceed $2,000,000.


 


		1.4	Warrants. 



 


(a)           Subject to Section 1.4(b), in consideration for the purchase of Notes under this
Agreement, any Purchaser who (i) purchased any of the Company’s Series D Preferred Stock and as a result currently holds
warrants (each an “Existing Series D Warrant” and, collectively, the “Existing Series D Warrants”)
of the Company issued in connection with the Company’s Series D Preferred Stock financings with an expiration date of December
31, 2016 (the “Warrant Expiration Date”), that have not yet been exercised and (ii) continues to hold such
Existing Series D Warrants at the Warrant Expiration Date, shall be entitled to receive from the Company promptly following the
Warrant Expiration Date replacement warrants (each a “Replacement Warrant” and, collectively, the “Replacement
Warrants”) to purchase Common Stock of the Company at the same exercise price per share as the Existing Series D Warrants
(subject to the adjustment terms contained in such Existing Series D Warrants). The Replacement Warrants (i) shall be exercisable
for the same number of shares of Common Stock as the Existing Series D Warrants, subject to adjustment in the manner described
in Section 1.4(b) and otherwise in accordance with the term of the Existing Series D Warrants, and (ii) shall be exercisable for
a period of two (2) years from January 1, 2017 to December 31, 2018.


 


(b)          
To receive a Replacement Warrant exercisable for the same number of shares of Common Stock of its Existing Series D Warrant,
a Purchaser must purchase a principal aggregate amount of Notes at least equal to the total amount Purchaser invested in Series
D Preferred Stock. If such Purchaser purchases a principal aggregate amount of Notes less than the amount such Purchaser invested
in the Series D Preferred Stock, the number of shares of Common Stock of the Company for which such Purchaser’s Replacement
Warrant shall be exercisable shall be reduced pro rata by such difference. For example, a Purchaser that purchased an aggregate
amount of $100,000 of Series D Preferred Stock and purchases $100,000 in aggregate principal amount of Notes under this Agreement
shall receive a Replacement Warrant in accordance with Section 1.4(a) exercisable for the same number of shares of Common Stock
as such Purchaser’s Existing Series D Warrant (subject to the adjustment terms contained in such Existing Series D Warrant).
If, however, such Purchaser purchases only $50,000 in aggregate principal amount of Notes under this Agreement, such Purchaser
shall receive a Replacement Warrant exercisable for fifty percent (50%) of the shares of Common Stock as such Purchaser’s
Existing Series D Warrant (subject to the adjustment terms contained in such Existing Series D Warrant). Under no circumstance
shall a Replacement Warrant be exercisable for a number of shares of Common Stock that is greater than the applicable Existing
Series D Warrant.






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1.5             Use of Proceeds. The Company agrees to use the net proceeds from the sale and issuance of the Notes pursuant to this Agreement
for working capital and general corporate purposes.


 


1.6             Initial Closing. The purchase and sale of the Initial Closing Notes will take place at the offices of Pillsbury Winthrop
Shaw Pittman LLP, 1540 Broadway, New York, New York 10036 on the date hereof, or at such other time and place the Company and the
Initial Purchaser shall mutually agree, either orally or in writing (which time and place are designated as the “Initial
Closing”). The date of the Initial Closing is referred to herein as the “Initial Closing Date.”


 


1.7             
Delivery. At the Initial Closing, the Company will deliver to each Initial Purchaser (a) an Initial Closing Note,
the original principal amount of which shall be in such amount as is indicated next to such Initial Purchaser’s name under
the heading “Initial Closing Note Principal Amount” on Schedule A
attached hereto, and (b) this Agreement, executed by the Company. At the Initial Closing, each Initial Purchaser shall deliver
to the Company the amount set forth opposite such Initial Purchaser’s name under the heading “Initial Closing Note
Principal Amount” on Schedule A hereto by any
combination of (i) bank check, (ii) personal check, (iii) wire transfer of immediately available funds to such account as the Company
designates or (iv) if applicable, surrender to the Company for cancellation, in whole but not in part, one or more unsecured demand
promissory notes previously issued by the Company and outstanding on the date hereof in the same principal amount (the “Existing
Notes”), and this Agreement, executed by each Initial Purchaser. Each Initial Purchaser surrendering an Existing Note
pursuant hereto (a) shall receive cash for accrued and unpaid interest on the principal amount of the Existing Note as of the Initial
Closing Date and (b) hereby acknowledges and agrees that, notwithstanding any provisions of the Existing Note, the Existing Note
is terminated as of the Initial Closing Date.


 


1.8             
Subsequent Closings. Upon the purchase of any Additional Notes, subject to the satisfaction or waiver of the closing
conditions set forth in Sections 4.1, 4.3 and 4.4 hereof, Subsequent Closings shall take place at the offices of Pillsbury Winthrop
Shaw Pittman LLP, 1540 Broadway, New York, New York 10036, on such date and at such time as the Company and the Additional Purchasers
mutually agree upon in writing (each, a “Subsequent Closing” and, collectively, the “Subsequent Closings”
and, together with the Initial Closing, individually, a “Closing” and, collectively, the “Closings”).
The date of each applicable Subsequent Closing is referred to herein as a “Subsequent Closing Date.” At each
Subsequent Closing, the Company shall deliver to each Additional Purchaser an Additional Note, dated as of such Subsequent Closing
Date, in an original principal amount equal to the dollar amount set forth opposite such Additional Purchaser’s name under
the heading “Subsequent Closing Note Principal Amount” on Schedule B
hereto, which shall be updated by the Company from time to time as necessary upon each Subsequent Closing, with respect to such
Additional Purchaser, all against payment in the amounts set forth opposite such Additional Purchaser’s name under the heading
“Subsequent Closing Note Principal Amount” on Schedule B
hereto, by any combination of (i) bank check, (ii) personal check or (iii) wire transfer of immediately available funds to such
account as the Company designates.






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2.           
Representations and Warranties of the Company. The Company hereby represents and warrants to the each Purchaser as of the
Initial Closing Date and in the case of any Additional Purchasers as of such Subsequent Closing Date as follows:





2.1             
Organization, Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing
under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties
and to carry on its business as contemplated to be conducted. The Company is duly qualified to transact business as a foreign corporation
and is in good standing in any jurisdiction in which the failure to do so would have a material adverse effect on its business,
properties, prospects or condition (financial or otherwise).


 


2.2             
Certificate of Incorporation and Bylaws. The Company has made available to such Purchaser true, correct, and complete
copies of the certificate of incorporation of the Company as in effect on the date hereof (the “Certificate of Incorporation”)
and the Company’s bylaws as in effect on the date hereof (the “Bylaws”).


 


2.3             
Power; Authority and Enforceability. The Company has all requisite corporate power and authority to execute and deliver
this Agreement and the Notes (each, a “Loan Document” and, collectively, the “Loan Documents”)
and to perform fully its obligations hereunder and thereunder. The Company has all requisite corporate power and authority to issue
and sell the Notes to the Purchasers hereunder. The execution and delivery of the Loan Documents and the consummation of the transactions
contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company. The Loan Documents
have been duly executed and delivered by the Company and constitute legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to creditors’ rights and remedies generally and subject, as to
enforceability, to general principles of equity, regardless of whether enforceability is considered in a proceeding at law or in
equity.


 


2.4             
Capitalization.


 


(a)             
Immediately prior to the date hereof, the Company is authorized to issue 2,045,000,000 shares of capital stock of which
(i) 2,000,000,000 are designated as Common Stock, of which 234,307,582 shares are issued and outstanding (ii) and 45,000,000 are
designated as Preferred Stock, of which (A) 2,000,000 are designated as Series A-1 Cumulative Convertible Preferred Stock of the
Company of which 928,657 shares are issued and outstanding, (B) 14,000,000 of which are designated as Series B Preferred Stock
of which 13,190,948 shares are issued and outstanding, (C) 9,000,000 of which are designated as Series C Preferred Stock of which
5,356,258 shares are issued and outstanding, (D) 10,000,000 of which are designated as Series D-1 Preferred Stock of which 7,877,862
shares are issued and outstanding and (E) 10,000,000 of which are designated as Series D-2 Preferred Stock of which 6,223,488 shares
are issued and outstanding. 4,000,000 shares of Common Stock are reserved for issuance under the Company’s 1999 Stock Option
Plan, under which no shares are subject to outstanding options and no further grants will be made; 7,000,000 shares of Common Stock
are reserved for issuance under the Company’s 2009 Stock Compensation Plan, under which 425 shares are subject to outstanding
awards and 6,502 shares are available for grant; 150,000,000 shares of Common Stock are reserved for issuance under the Company’s
2011 Stock Compensation Plan, under which 106,070,000 shares are subject to outstanding awards and 43,867,000 shares are available
for grant; and no shares are subject to outstanding non-plan awards. An aggregate of 237,822,000 shares of Common Stock are reserved
for issuance upon the exercise of warrants and other convertible securities outstanding on the date hereof. As of the date hereof
the Company has no other shares of capital stock authorized, issued, outstanding or reserved.






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(b)              
As of the date hereof, other than as set forth in Section 2.4(a), (i) there are no outstanding options, warrants, scrip,
rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into
or exercisable or exchangeable for, any shares of capital stock of the Company, or arrangements by which the Company is or may
become bound to issue additional shares of capital stock, nor are any such issuances or arrangements contemplated; (ii) the
Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any
interests therein or, other than in connection with its Series B Preferred Stock, Series C Preferred Stock or Series D Preferred
Stock in accordance with its terms, to pay any dividend or make any distribution in respect thereof; and (iii) the Company
has not reserved any shares of capital stock for issuance pursuant to any stock option plan or similar arrangement.


 


2.5             
Authorization; Consents. The execution, delivery and performance by the Company of this Agreement and the other Loan
Documents, the sale, issuance and delivery of the Notes and the performance of all of the obligations of the Company under this
Agreement and each of the other Loan Documents have been authorized by the Company’s board of directors, the Special Committee,
the requisite holders of the Series B Preferred Stock, the requisite holders of the Series C Preferred Stock and the requisite
holders of the Series D Preferred Stock, and no other corporate action on the part of the Company and no other corporate or other
approval or authorization is required on the part of the Company or any other individual, corporation, limited liability company,
partnership, trust, incorporated or unincorporated organization, joint venture, joint stock company, or a government or any agency
or political subdivision thereof or other entity of any kind (each a “Person”), by Law or otherwise, in order
to make this Agreement and the other Loan Documents the valid, binding and enforceable obligations (subject to (i) Laws of general
application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of Law governing specific performance,
injunctive relief, or other equitable remedies) of the Company, as the case may be. “Law” shall mean any foreign,
federal, state or local law, statute, rule, regulation, ordinance, code, directive, writ, injunction, decree, judgment or order
applicable to the Company.


 


2.6             
Absence of Conflicts. The Company is not in violation of or default under any provision of its Certificate of Incorporation
or its Bylaws. The execution, delivery, and performance of, and compliance with the Loan Documents, and the consummation of the
transactions contemplated hereby and thereby, have not and will not:


 


(a)             
violate, conflict with or result in a breach of any provision of or constitute a default (or an event which, with notice
or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required
by, any of the terms, conditions or provisions of the Company’s Certificate of Incorporation or its Bylaws or any Material
Contract; or


 


(b)              
violate any judgment, ruling, order, writ, injunction, award, decree, or any Law or regulation of any court or federal,
state, county or local government or any other governmental, regulatory or administrative agency or authority which is applicable
to the Company or any of its assets, properties or businesses.


 


“Material
Contract” shall mean all written and oral contracts, agreements, deeds, mortgages, leases, subleases, licenses, instruments,
notes, commitments, commissions, undertakings, arrangements and understandings (i) which by their terms involve, or would reasonably
be expected to involve, aggregate payments by or to the Company during any 12-month period in excess of $50,000, (ii) the breach
of which by the Company or its subsidiary would be material to the Company or its subsidiary or (iii) which are required to be
filed as exhibits by the Company with the SEC pursuant to Items 601(b)(4) and 601(b)(10) of Regulation S-K promulgated by the SEC.






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2.7             
Compliance with All Securities Laws; Offering Exemption. Assuming the truth and accuracy of the each Purchaser’s
representations and warranties set forth in Section 3 hereof, (i) the sale of the Notes is exempt from registration under the Securities
Act, and will be registered or qualified (or exempt from registration or qualification) under applicable state securities and “blue
sky” Laws, as currently in effect, and (ii) the issuance and delivery of the Notes, and the shares of Common Stock issuable
upon conversion thereof (collectively, the “Securities”), as contemplated by this Agreement, do not violate
or breach any applicable securities laws.


 


2.8             
Governmental Consents. No consent, approval, qualification, order or authorization of, or filing with, any local,
state or federal governmental authority is required on the part of the Company in connection with the Company’s valid execution,
delivery or performance of this Agreement or the issuance and sale of the Securities, except such filings as have been made prior
to the Closing, any notices of sale required to be filed with the Securities and Exchange Commission under Regulation D of
the Securities Act of 1933, as amended (the “Securities Act”), or such post-closing filings as may be required
under applicable state securities laws, which will be timely filed within the applicable periods thereafter.


 


2.9             
SEC Reports; Disclosure. The Company has filed all required forms, reports and documents with the Securities and
Exchange Commission (the “SEC”) since December 31, 2014, each of which has complied in all material respects
with all applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations promulgated thereunder, each as in effect on the date such forms, reports and documents
were filed. The Company has made available to each Purchaser, in the form filed with the SEC (including any amendments thereto)
its (i) Annual Report on Form 10-K for the year ended December 31, 2014; (ii) Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2015 and June 30, 2015; (iii) Current Reports on Form 8-K dated August 17, 2015 and November 2, 2015 and
(iv) all definitive proxy statements relating to the Company’s meeting of shareholders (whether annual or special) held since
December 31, 2014 (collectively, the “SEC Reports”). None of the SEC Reports, when filed, contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the
statements contained therein, in light of the circumstances under which they were made, not misleading.


 


2.10           
Financial Statements. Included in the SEC Reports are the audited financial statements of the Company as at and for
the years ended December 31, 2014 and 2013 and the unaudited financial statements of the Company for the fiscal quarters ended
March 31, 2015 and June 30, 2015 (the “Financial Statements”). The Financial Statements have been prepared in
accordance with GAAP and fairly present the financial condition and operating results of the Company and its subsidiary on a consolidated
basis as of the dates, and for the periods, indicated therein, except that the unaudited financial statements as at and for the
quarters ended March 31, 2015 and June 30, 2015 are subject to normal year-end adjustments and do not contain all notes required
under GAAP. As of the date hereof, the Company has no liabilities, obligations or commitments of any nature (whether accrued, absolute,
contingent, unliquidated or otherwise, due or to become due and regardless of when addressed) other than (a) liabilities that have
arisen in the ordinary course of business consistent with past practice since the date of the Company’s most recent quarterly
report on Form 10-Q that are not in excess of $100,000 in the aggregate and (b) obligations to perform after the date hereof any
contracts or agreements which have been disclosed or which are not required to be disclosed in the SEC Reports because such contracts
and agreements are not material to the Company.


 



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2.11           
Disclosure. The Company understands and confirms that such Purchaser will rely on the foregoing representations in
purchasing securities of the Company. No representation or warranty by the Company contained in this Agreement contains any untrue
statement of a material fact or omits to state a material fact in order to make the statements made therein, in light of the circumstances
under which they were made, not misleading. The Company acknowledges and agrees that such Purchaser does not make and has not made
any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth
in Section 3 hereof.


 


3.           
Representations and Warranties of each Purchaser. As of the Initial Closing Date or any Subsequent Closing Date, as the
case may be, each Purchaser severally and not jointly hereby represents and warrants to the Company that:





3.1             
Organization and Qualification. Such Purchaser is duly organized, validly existing and in good standing under the
Laws of its jurisdiction of incorporation or organization to carry on its business as it is now being conducted or proposed to
be conducted.


 


3.2             
Authorization and Enforceability. Such Purchaser has all requisite corporate power and authority to enter into the
Loan Documents, as applicable. The execution, delivery and performance by such Purchaser of the Loan Documents to which it is a
party, and the performance of all of the obligations of such Purchaser under each of such Loan Documents have been duly and validly
authorized, and no other action, approval or authorization is required on the part of such Purchaser in order to make the Loan
Documents the valid, binding and enforceable obligations (subject to (i) Laws of general application relating to bankruptcy, insolvency,
and the relief of debtors, and (ii) rules of Law governing specific performance, injunctive relief, or other equitable remedies)
of such Purchaser. The Loan Documents constitute legal, valid and binding obligations of such Purchaser, enforceable against it
in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors’ rights and remedies generally and subject, as to enforceability, to
general principles of equity, regardless of whether enforceability is considered in a proceeding at law or in equity.


 


3.3             
Purchase Entirely for Own Account. The Securities will be acquired for investment for such Purchaser’s own
account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and such Purchaser has
no present intention of selling, granting any participation in, or otherwise distributing the same. Such Purchaser does not have
any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation in any of the Securities
to such person or to any third person.


 


3.4             
Access to Information. Such Purchaser has been given access to the Company and has had an opportunity to ask questions
and receive answers from the Company regarding the Company’s business, prospects, properties and condition (financial or
otherwise) and the terms and conditions of the offering and sale of the Securities. The foregoing, however, does not limit or modify
in any respect the representations and warranties of the Company in Section 2 or the right of the Purchasers to rely thereon.


 


3.5             
Investment Experience. Such Purchaser acknowledges that it is able to fend for itself and bear the economic risk
of its investment, including the complete loss thereof, and has such knowledge and experience in financial or business matters
that it is capable of evaluating the merits and risks of the investment in the Securities. Such Purchaser has not been organized
for the purpose of acquiring the Securities.






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3.6             
Accredited Investor. Such Purchaser is an “accredited investor” within the meaning of the Securities
and Exchange Commission’s Rule 501 of Regulation D as promulgated under the Securities Act.


 


3.7             
Restricted Securities. Such Purchaser understands that the Securities it is purchasing are characterized as “restricted
securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving
a public offering and that under such laws and applicable regulations such securities may be resold without registration under
the Securities Act only in certain limited circumstances. In this connection, such Purchaser is familiar with Rule 144 under the
Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Such
Purchaser understands Rule 144 under the Securities Act is not currently available for the sale of the Securities. In addition,
such Purchaser understands that the Common Stock issuable upon conversion of the Note, in accordance with the terms of Section
3.1 thereof, is subject to the terms of a Lock-Up Agreement, in the form attached hereto as Exhibit B.


 


3.8             
Legends. It is understood that the certificates evidencing the Securities may bear one or all of the following legends:


 


(a)             
“NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR (B) IF REASONABLY REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THESE SECURITIES AND THE SECURITIES ISSUABLE
UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.”


 


(b)             
“THE HOLDER OF THIS NOTE HAS EXECUTED A LOCK-UP AGREEMENT WITH JOSEPH GUNNAR & CO., LLC, AS REPRESENTATIVE OF
THE UNDERWRITERS, AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE, IN ACCORDANCE WITH SECTION 3.1 HEREOF, IS SUBJECT
TO THE TERMS AND CONDITIONS OF THE LOCK-UP AGREEMENT.”


 


(c)         
      Any legend required by the laws of any applicable state.


 


3.9               
No General Solicitation. Such Purchaser acknowledges that the Notes were not offered to such Purchaser by means of:
(a) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium, or broadcast
over television or radio, or (b) any other form of general solicitation or advertising.


 


		4.	Conditions to Closing; Covenants of Company.



 


4.1             
Conditions of Purchasers’ Obligations at Closing. The obligations of each Purchaser under this Agreement are
subject to the fulfillment, on or prior to the date of such Closing, of each of the following conditions, any of which may be waived
in whole or in part in writing by such Purchaser:


 


(a)             
The representations and warranties made by the Company in Section 2 shall be true and correct when made, and shall be true
and correct on and as of the Initial Closing and shall be true and correct in all material respects on and as of any Subsequent
Closing Date, the with the same force and effect as if they had been made on and as of the same date.


 






    	-8-



    	 



    

(b)             
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement
that are required to be performed or complied with by it on or prior to the date of such Closing.


 


(c)              
No material adverse effect on the Company’s business, properties, prospects or condition (financial or otherwise)
shall have occurred between the date hereof and such Closing and the President and/or Chief Executive Officer of the Company shall
deliver to such Purchaser at each such Closing a certificate stating that the conditions specified in Sections 4.1(a), (b) and
(c) have been fulfilled.


 


(d)             
Except for the notices required or permitted to be filed after the date of such Closing pursuant to applicable federal and
state securities laws, the Company shall have obtained all governmental approvals required in connection with the lawful sale and
issuance of the Securities.


 


(e)             
At such Closing, the sale and issuance by the Company, and the purchase by the Purchaser, of the Securities shall be legally
permitted by all laws and regulations to which such Purchaser and/or the Company are subject.


 


(f)             
At such Closing, the Company shall have delivered to the Purchaser a certificate executed by the Secretary of the Company
dated as of the date of such Closing certifying with respect to (i) a copy of the Company’s Certificate of Incorporation
and its Bylaws in effect on such date and that the Company is not in violation of or default under any provision of its Certificate
of Incorporation or Bylaw as of and on the date of the Closing, (ii) resolutions of (A) the board of directors Company, (B) the
Special Committee and (C) the requisite holders of Series B Preferred Stock, the requisite holders of Series C Preferred Stock
and requisite holders of Series D Preferred Stock, each authorizing the transactions contemplated by this Agreement and the other
Loan Documents.


 


4.2             Conditions of Initial Purchasers’ Obligations at the Initial Closing. In addition to the conditions set forth
in Section 4.1 hereof, the obligations of each Initial Purchaser under Section 1.2 are subject to the satisfaction by the Company
on the Initial Closing Date of each of the following condition:


 


(a)            
The Company shall deliver to each Initial Purchaser its respective Initial Closing Note.


 


4.3            
Conditions of Additional Purchasers’ Obligations at any Subsequent Closing. In addition to the conditions set
forth in Section 4.1 hereof, the obligations of each Additional Purchaser under Section 1.3 are subject to the satisfaction by
the Company on each Subsequent Closing Date of the following conditions:


 


(a)         
   On or before any Subsequent Closing Date, the Company shall deliver to each Additional Purchaser, a supplement to Schedule B
reflecting the amount of the Additional Notes that the Company will issue to each Additional Purchaser on such Subsequent Closing
Date and the aggregate purchase price therefor.


 


(b)             The Company shall deliver to the Additional Purchaser such Additional Purchaser’s Additional
Notes.


 






4.4            
Conditions to Obligations of the Company. The Company’s obligation to issue and sell the Notes at any Closing
is subject to the fulfillment, to the Company’s reasonable satisfaction, on or prior to the date of such Closing, of the
following conditions, any of which may be waived in whole or in part by the Company:


 






    	-9-



    	 



    

(a)             
The representations and warranties made by the each Purchaser in Section 3 shall be true and correct when made, and shall
be true and correct on the date of such Closing with the same force and effect as if they had been made on and as of the same date.


 


(b)             
Each Purchaser shall have delivered to the Company in accordance with Section 1.6 the purchase price for the Notes being
purchased pursuant hereto on such Closing.


 


(c)         
    Each Purchaser shall have executed and delivered to the Company a Lock-Up Agreement with Joseph Gunnar & Co., LLC, as
Representative of the Underwriters, in the form attached hereto as Exhibit B.


 


4.5             Reservation of Stock. The Company covenants that during the term the Notes are convertible, the Company will (i) reserve
from its authorized and unissued Common Stock, a sufficient number of shares to provide for the issuance of the Common Stock, upon
conversion of the Notes, and (ii) take all necessary steps, as needed, to amend its Certificate of Incorporation to provide sufficient
reserves of shares of Common Stock issuable upon conversion of the Notes.


 


		5.	Amendment and Waiver.



 


5.1            
Requirements. The Loan Documents may be amended, and the observance of any term hereof or thereof may be waived (either
retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders (as defined below),
except that no such amendment or waiver may, without the written consent of each Purchaser at the time outstanding affected thereby,
(i) reduce the principal amount or interest rate or change the method of computation of interest (including with respect to the
amount of cash) in the Notes, (ii) change the percentage of the principal balance of the Notes the Purchasers of which are required
to consent to any such amendment or waiver or (iii) amend this Section 5. “Required Holders” means at any time,
the holders of a majority of the outstanding principal balance of the Notes (exclusive of Notes then owned by the Company), with
reference to the aggregate principal amount of the Notes listed for each Purchaser on the schedules of this Agreement.


 


5.2            
Copies of Amendments, Waivers and Consents. The Company will deliver executed or true and correct copies of each
amendment, waiver or consent effected pursuant to the provisions of this Section 5 to each Purchaser of outstanding Notes promptly
following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Purchasers.


 


5.3            
Binding Effect, Etc.. Any amendment or waiver consented to as provided in this Section 5 applies equally to all Purchasers
and is binding upon them and upon each Additional Purchaser and upon the Company without regard to whether such Note has been marked
to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement,
Event of Default (as defined in the Notes) not expressly amended or waived or impair any right consequent thereon. No course of
dealing between the Company and any Purchaser or any delay in exercising any rights under this Agreement or any Note shall operate
as a waiver of any rights of any Purchaser. As used herein, the term “Loan Documents” and references thereto shall
mean the Loan Documents, or any one of them, as they or it may from time to time be amended or supplemented.


 


5.4            
Notes Held by Issuer, Etc.. Solely for the purpose of determining whether the Purchasers of the requisite percentage
of the aggregate principal balance of Notes then outstanding approved or consented to any amendment, waiver or consent to be given
under the Loan Documents, or have directed the taking of any action provided herein or therein to be taken upon the direction of
the Purchasers of a specified percentage of the aggregate principal balance of Notes then outstanding, Notes directly or indirectly
owned by the Company shall be deemed not to be outstanding.






    	-10-



    	 



    




		6.	Miscellaneous.



 


6.1             
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware,
without regard to the conflict of laws provisions thereof. Each of the parties hereto hereby irrevocably consents to the exclusive
jurisdiction of the courts of the State of Delaware and of any federal court located therein in connection with any suit, action
or other proceeding arising out of or relating to the Loan Documents and waives any objection to venue in the State of Delaware.
Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the
jurisdiction or any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided
in Section 6.5 shall be deemed effective service of process on such party.


 


6.2             
Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made
by the Purchasers and the Closings of the transactions contemplated hereby indefinitely.


 


6.3             
Successors and Assigns. The Company may not assign its rights or obligations under the Loan Documents without the
prior written consent of the Purchasers. Subject to the foregoing sentence and the restrictions on transfer described in the Notes,
the provisions hereof and of the other Loan Documents shall inure to the benefit of, and be binding upon, the successors, assigns,
heirs, executors and administrators of the parties hereto and thereto.


 


6.4             
Entire Agreement. This Agreement (including the Schedules and Exhibits attached hereto) and the Notes constitute
the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.


 


6.5             
Notices, etc.. All notices and other communications required or permitted hereunder shall be effective upon receipt,
shall be in writing, and may be delivered in person, by fax, overnight delivery service or United States mail, in which event they
may be mailed by first-class, certified or registered, postage prepaid, addressed (a) if to a Purchaser, at such Purchaser’s
address and facsimile number set forth on its signature page hereto, or to such other address or facsimile number as such Purchaser
shall have furnished to the Company in writing, or (b) if to the Company, at its address and facsimile number set forth on
its signature page hereto, or at such other address or facsimile number as the Company shall have furnished to the parties hereto
in writing.


 


6.6             
Severability. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


6.7             
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but
all of which together shall be deemed to constitute one instrument. Any signature page delivered by a fax machine or email shall
be binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or any amendment
thereto. Any party who delivers such a signature page agrees to deliver promptly an original counterpart to each party to whom
the faxed or emailed signature page was sent.






    	-11-



    	 



    




6.8             
Non-Liability of each Purchaser. The relationship between the Company and each Purchaser is a debtor and creditor
relationship and not fiduciary in nature, nor is the relationship to be construed as creating any partnership or joint venture
between such Purchaser and the Company. All information supplied to such Purchaser is for such Purchaser’s protection only
and no other party is entitled to rely on such information. There is no duty for such Purchaser to review, inspect, supervise,
or inform the Company of any matter with respect to the Company’s business. Such Purchaser and the Company intend that such
Purchaser may reasonably rely on all information supplied by the Company to such Purchaser, together with all representations and
warranties given by the Company to such Purchaser, without investigation or confirmation by such Purchaser and that any investigation
or failure to investigate will not diminish such Purchaser’s right to so rely.


 


6.9             
Expenses. Regardless of whether the Initial Closing or any Subsequent Closings are effected, except as otherwise
provided in the Notes, the Company shall pay all reasonable legal fees and expenses that it incurs with respect to the negotiation,
execution, delivery and performance of this Agreement and the other Loan Documents.


 


6.10     
     Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE
WAIVED, EACH PURCHASER AND THE COMPANY HEREBY WAIVE, AND COVENANT THAT NEITHER THE COMPANY NOR SUCH PURCHASER WILL ASSERT,
ANY RIGHT TO TRIAL BY JURY ON ANY ISSUE IN ANY PROCEEDING, WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE, IN RESPECT OF ANY
ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE
SUBJECT MATTER HEREOF OR THEREOF OR IN ANY WAY CONNECTED WITH, RELATED OR INCIDENTAL TO THE DEALINGS OF SUCH PURCHASER AND
THE COMPANY HEREUNDER OR THEREUNDER, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN TORT OR CONTRACT
OR OTHERWISE. The Company acknowledges that it has been informed by such Purchaser that the provisions of this Section 6.10
constitute a material inducement upon which such Purchaser is relying and will rely in entering into this Agreement. Such
Purchaser or the Company may file an original counterpart or a copy of this Section 6.10 with any court as written evidence
of the consent of such Purchaser and the Company to the waiver of the right to trial by jury.


 


6.11    
      Further Assurances. At any time or from time to time after any Closing, the
Company, on the one hand, and each Purchaser, on the other hand, agree to cooperate with each other, and at the request of
the other party, to execute and deliver any further instruments or documents and to take all such further action as the other
party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby
relating to the purchase contemplated herein and to otherwise carry out the intent of the parties hereunder.


 


6.12     
     Delays or Omissions. No delay or omission to exercise any right, power or remedy
accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair
any such right, power or remedy of such nonbreaching or nondefaulting party nor shall it be construed to be a waiver of any
such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall
any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter
occurring.


 


6.13    
      Heading; References. All headings used herein are used for convenience only and
shall not be used to construe or interpret this Agreement. Except as otherwise indicated, all references herein to Sections
refer to Sections hereof.


 


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LEFT BLANK]



    	-12-



    	 



    




 


In
Witness Whereof, the parties have caused this Note Purchase Agreement to be duly executed and delivered by their proper
and duly authorized officers as of the date and year first written above.


 





	 	Company:
	 	 
	 	COMMUNICATION INTELLIGENCE CORPORATION
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ Andrea Goren
	 	Name:	 Andrea Goren
	 	Title:	 Chief Financial Officer
	 	 	 
	 	Address:  	275 Shoreline Drive, Suite 500
Redwood Shores, California 94065
	 	 	 
	 	Facsimile Number:  +1.650-802-7777





[Signature Page to Note Purchase Agreement]



    	 



    	 



    


	 	Purchaser:
	 	 	 
	 	 	 
	 	Michael W. Engmann
	 	 	 
	 	 	 
	 	By: 	/s/ Michael W. Engmann
	 	Name:	Michael Engmann
	 	Title:   	Individual
	 	 	 
	 	Address: 	###############
	 	               	###############
	 	 	 
	 	Facsimile Number:        
	 	E-mail:  ###############





[Signature Page to Note Purchase Agreement]



    	 



    	 



    
	 	Purchaser:
	 	 	 
	 	 	 
	 	Dean L. Duncan
	 	 	 
	 	 	 
	 	By: 	/s/ Dean L. Duncan
	 	Name: 	Dean L. Duncan
	 	Title:   	Individual
	 	 	 
	 	Address: 	###############
	 	                	###############
	 	 	 
	 	Facsimile Number:  ###############
	 	E-mail:  ###############





[Signature Page to Note Purchase Agreement]



    	 



    	 



    
    	 	Purchaser:
	 	 	 
	 	 	 
	 	Greenwood Management Partners LLP
	 	 	 
	 	 	 
	 	By: 	/s/ James Sprayregen
	 	Name: 	James Sprayregen
	 	Title:   	Co-Investment Manager
	 	 	 
	 	Address: 	###############
	 	               	###############
	 	 	 
	 	Facsimile Number:  ###############
	 	E-mail:  ###############





[Signature Page to Note Purchase Agreement]



    	 



    	 



    

    	 	Purchaser:
	 	 	 
	 	 	 
	 	James O’Donnell
	 	 	 
	 	 	 
	 	By: 	/s/ James O’Donnell
	 	Name: 	James O’Donnell
	 	Title:   	Individual
	 	 	 
	 	Address: 	###############
	 	                	###############
	 	 	 
	 	Facsimile Number:  ###############
	 	E-mail:  ###############






[Signature Page to Note Purchase Agreement]



    	 



    	 



    



	 	Purchaser:
	 	 	 
	 	 	 
	 	Walter W. Pollack Jr.
	 	 	 
	 	 	 
	 	By: 	/s/ Walter W. Pollack Jr.
	 	Name: 	Walter W. Pollack Jr. 
	 	Title:   	Individual
	 	 	 
	 	Address:	 ###############
	 	               	 ###############
	 	 	 
	 	Facsimile Number:
	 	E-mail:  ###############






[Signature Page to Note Purchase Agreement]



    	 



    	 



    


	 	Purchaser:
	 	 	 
	 	 	 
	 	Robert Willis
	 	 	 
	 	 	 
	 	By: 	/s/ Robert Willis
	 	Name: 	Robert Willis
	 	Title:   	Individual
	 	 	 
	 	Address: 	###############
	 	                	###############
	 	 	 
	 	Facsimile Number:  
	 	E-mail:  ###############







[Signature Page to Note Purchase Agreement]



    	 



    	 



    


	 	Purchaser:
	 	 	 
	 	 	 
	 	LFM Investments Inc.
	 	 	 
	 	 	 
	 	By: 	/s/ Fred Merritt
	 	Name: 	Fred Merritt
	 	Title:   	President
	 	 	 
	 	Address: 	###############
	 	                	###############
	 	 	 
	 	Facsimile Number:  
	 	E-mail:  ###############






[Signature Page to Note Purchase Agreement]



    	 



    	 



    


	 	Purchaser:
	 	 	 
	 	 	 
	 	Steven Kraus
	 	 	 
	 	 	 
	 	By: 	/s/ Steven Kraus
	 	Name: 	Steven Kraus
	 	Title:   	Individual
	 	 	 
	 	Address: 	###############
	 	                	###############
	 	 	 
	 	Facsimile Number:  
	 	E-mail:  ###############







[Signature Page to Note Purchase Agreement]



    	 



    	 



    


	 	Purchaser:
	 	 	 
	 	 	 
	 	Thomas J. Dusing
	 	 	 
	 	 	 
	 	By: 	/s/ Thomas J. Dusing
	 	Name: 	Thomas J. Dusing
	 	Title:  	Individual
	 	 	 
	 	Address: 	###############
	 	               	###############
	 	 	 
	 	Facsimile Number:  
	 	E-mail:  ###############






[Signature Page to Note Purchase Agreement]



    	 



    	 



    



	 	Purchaser:
	 	 	 
	 	 	 
	 	Timothy C. Dusing
	 	 	 
	 	 	 
	 	By: 	/s/ Timothy C. Dusing
	 	Name: 	Timothy C. Dusing
	 	Title:   	Individual
	 	 	 
	 	Address:	###############
	 	                	###############
	 	 	 
	 	Facsimile Number:  ###############
	 	E-mail:  ###############






[Signature Page to Note Purchase Agreement]



    	 



    	 



    
	 	Purchaser:
	 	 	 
	 	 	 
	 	Mitchell J. Sassower
	 	 	 
	 	 	 
	 	By: 	/s/ Mitchell J. Sassower
	 	Name: 	Mitchell J. Sassower
	 	Title:   	Individual
	 	 	 
	 	Address:	###############
	 	                	###############
	 	 	 
	 	Facsimile Number:  ###############
	 	E-mail:  ###############





[Signature Page to Note Purchase Agreement]



    	 



    	 



    

    	 	Purchaser:
	 	 	 
	 	 	 
	 	Halpern Partners LLP
	 	 	 
	 	 	 
	 	By: 	/s/ Fred Halpern
	 	Name: 	Fred Halpern
	 	Title:   	Member
	 	 	 
	 	Address:	###############
	 	                	###############
	 	 	 
	 	Facsimile Number:  
	 	E-mail:  ###############







[Signature Page to Note Purchase Agreement]



    	 



    	 



    


	 	Purchaser:
	 	 	 
	 	 	 
	 	Joshua Halpern
	 	 	 
	 	 	 
	 	By: 	/s/ Joshua Halpern
	 	Name: 	Joshua Halpern
	 	Title:   	Individual
	 	 	 
	 	Address: 	###############
	 	                	###############
	 	 	 
	 	Facsimile Number:  
	 	E-mail:  ###############






[Signature Page to Note Purchase Agreement]



    	 



    	 



    


	 	Purchaser:
	 	 	 
	 	 	 
	 	Goren Brothers LP
	 	 	 
	 	 	 
	 	By: 	/s/ Alex Goren
	 	Name: 	Alex Goren
	 	Title:   	General Partner
	 	 	 
	 	Address: 	###############
	 	                	###############
	 	 	 
	 	Facsimile Number:  ###############
	 	E-mail:  ###############






[Signature Page to Note Purchase Agreement]



    	 



    	 



    

	 	Purchaser:
	 	 	 
	 	 	 
	 	Robert W. Maier 2003 Trust, dated May 21, 2003
	 	 	 
	 	 	 
	 	By: 	/s/ Robert Maier
	 	Name: 	Robert Maier
	 	Title:   	Trustee
	 	 	 
	 	Address: 	###############
	 	                	###############
	 	 	 
	 	Facsimile Number:  ###############
	 	E-mail:  ###############






[Signature Page to Note Purchase Agreement]



    	 



    	 



    

	 	Purchaser:
	 	 	 
	 	 	 
	 	Ron Horwath
	 	 	 
	 	 	 
	 	By: 	/s/ Ron Horwath
	 	Name: 	Ron Horwath
	 	Title:   	Individual
	 	 	 
	 	Address: 	###############
	 	                	###############
	 	 	 
	 	Facsimile Number:  ###############
	 	E-mail:  ###############






[Signature Page to Note Purchase Agreement]



    	 



    	 



    

	 	Purchaser:
	 	 	 
	 	 	 
	 	Howard N. Blitman
	 	 	 
	 	 	 
	 	By: 	/s/ Howard N. Blitman
	 	Name: 	Howard N. Blitman
	 	Title:   	Individual
	 	 	 
	 	Address: 	###############
	 	                	###############
	 	 	 
	 	Facsimile Number:  ###############
	 	E-mail:  ###############






[Signature Page to Note Purchase Agreement]



    	 



    	 



    

	 	Purchaser:
	 	 	 
	 	 	 
	 	Andax LLC
	 	 	 
	 	 	 
	 	By: 	/s/ Andrea Goren
	 	Name: 	Andrea Goren
	 	Title:   	Managing Member
	 	 	 
	 	Address: 	###############
	 	                	###############
	 	 	 
	 	Facsimile Number:  ###############
	 	E-mail:  ###############






[Signature Page to Note Purchase Agreement]



    	 



    	 



    

	 	Purchaser:
	 	 	 
	 	 	 
	 	Michael W. Engmann
	 	 	 
	 	 	 
	 	By: 	/s/ Michael W. Engmann
	 	Name: 	Michael Engmann
	 	Title:   	Individual
	 	 	 
	 	Address: 	###############
	 	                	###############
	 	 	 
	 	Facsimile Number:  ###############
	 	E-mail:  ###############






[Signature Page to Note Purchase Agreement]



    	 



    	 



    
	NAME OF Initial purchaser	
        Initial
        Closing 

Note Principal 

Amount

         

	Michael W Engmann	$250,000
	Dean L Duncan	25,000
	Greenwood Management Partners LLLP	50,000
	James O'Donnell	100,000
	Walter W Pollack Jr	100,000
	Robert Willis	20,000
	LFM Investments Inc	200,000
	Steven Kraus	75,000
	Timothy C Dusing	20,000
	Thomas J Dusing	20,000
	Mitchell J Sassower	20,000
	Halpern Partners LLP	25,000
	Joshua Halpern	25,000
	Goren Brothers LP	70,000
	Total	$1,000,000


 


SCHEDULE
A



    	 



    	 



    




SCHEDULE
B


 


	NAME OF Additional purchaser	
        

        Subsequent

 closing Note 

Principal Amount

         

	Ron Horwath	$ 100,000                    
	Robert W. Maier 2003 Trust, dated May 21, 2003	100,000                    
	Howard N. Blitman	25,000                    
	Michael W. Engmann	25,000                    
	Andax LLC	18,000                    
	Total	$ 268,000                    


 


SCHEDULE
B



    	 



    	 



    




EXHIBIT
A


 


Form
of Unsecured Convertible Promissory Note


 


 


EXHIBIT
A






    	 



    	 



    

 


EXHIBIT
B


 


Form
of Lock-Up Agreement


 


 


EXHIBIT
B